NOONEY REALTY TRUST INC, DEF 14A, 2000-04-05

NOONEY REALTY TRUST INC
DEF 14A, 2000-04-05
REAL ESTATE INVESTMENT TRUSTS

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))

/ / Definitive Additional Materials

/ / Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
Nooney Realty Trust, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment
of Filing Fee (Check the appropriate box):

/X/ No Fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

<PAGE>

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>

Nooney Realty Trust, Inc.
1100 Main Street, Suite 2100
Kansas City, Missouri 64105

April 7, 2000

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders to be
held at 10:00 A.M. on May 9, 2000, in the 24th Floor Conference Room at 2345
Grand Boulevard, Suite 2400, Kansas City, Missouri. Information regarding
business to be conducted at the meeting is set forth in the accompanying Notice
of Annual Meeting and Proxy Statement.

The Board of Trustees of Nooney Realty Trust, Inc. (the "Trust") is asking
you to consider and vote on the proposals contained in the enclosed Proxy
Statement. In addition to the election of trustees and a proposal to change the
Trust's name, the Board is recommending some changes in the Trust's policies.
These are found in Proposals 1 and 2 (A through D) on the attached Notice of
Annual Meeting, and are referred to herein and in the Proxy Statement as the
"Policy Proposals." The Policy Proposals are designed to

* terminate the Trust's "self-liquidating" policy;

* permit the Trust to acquire equity interests in other entities;

* permit the Trust to exchange its common stock for real estate investments;

* permit the Trust to incur indebtedness subject only to the limitation that
aggregate mortgage indebtedness not exceed 80% of the appraised value of
its properties; and

* permit the Trust to purchase or sell real property from or to affiliates if
approved by unanimous vote of the disinterested Independent Trustees.

Although organized as a general business corporation with a perpetual life,
the Trust's Articles of Incorporation and Bylaws provide that it is organized to
be a self-liquidating business and it was generally contemplated that the life
of investments in the Trust's portfolio would have a finite life. Initially, it
was intended that the Trust would sell its properties between eight and twelve
years after their acquisition, although there is no obligation to sell any
property at any particular time or within a specified time frame. The Trust's
Bylaws generally state that its policy is to distribute net proceeds from the
sale of a property to shareholders or apply such proceeds to improvements on,
payment of debt with respect to, or purchase of land underlying, existing
investment properties. The Trustees also may determine to use net proceeds to
pay expenses or establish reserves. This policy prevents the Trust from using
disposition proceeds to acquire new investment properties.

<PAGE>

The Trust's Bylaws also contain a number of other investment restrictions and
limitations on borrowing, some of which may limit its ability to grow. Under
these policies, the Trust may not

* invest in equity securities, including shares of other REITs;

* issue shares in exchange for any real estate investment;

* incur total indebtedness in excess of 300% of the Trust's net asset value;

* borrow on an unsecured basis, if such borrowing would result in an asset
coverage ratio (generally the ratio of net assets plus unsecured debt to
unsecured debt) of less than 300%; or

* purchase or sell real property from or to affiliates of the Trust except
under very limited circumstances.

If the Policy Proposals are approved, the Trust will have the opportunity to
grow by using proceeds from the sale of properties and stock, together with
proceeds from the incurrence of debt and the issuance of stock, to make
additional investments. In this regard, the Trust is presently negotiating the
sale of one of its properties, and proceeds from any sale that might otherwise
have to be distributed to shareholders could be used to acquire new properties
if the Policy Proposals are approved. Although no specific acquisition proposals
are under consideration, management and the Board of Trustees will seek to grow
the Trust by acquiring additional income-producing real properties, including
multi-family housing and investments in other entities, primarily other REITs
and real estate general or limited partnerships that own income producing real
properties. The Trust may also consider purchasing income-producing real
properties from, or entering into transactions with, entities affiliated with
management of the Trust. The Board of Trustees anticipates that such actions
will help the Trust become more diversified and will reduce the Trust's
dependence on the performance of any single investment.

The Policy Proposals will subject shareholders to several significant risks.
The most significant risks associated with the Policy Proposals are summarized
below.

<PAGE>

* The Trust will no longer be required to distribute proceeds from sales or
refinancings of properties, but will instead be able to reinvest such
proceeds in new investments. Therefore, shareholders who wish to liquidate
their investments will have to sell their shares, and there can be no
assurance that there will be an active trading market for the Trust's
shares at the time of sale.

* There may be constraints on the Trust's growth opportunities, such as
competition, lack of financing and lack of acceptable properties.

* The Trust may not be able to operate profitably under the changed policies.
It has reported losses in each of the last three years.

* Additional borrowings could reduce net income available for distribution to
shareholders.

* Shareholders will be subject to potential dilution from future equity
offerings, which may have an adverse effect on the market price of the
Trust common stock.

* The Policy Proposals may involve conflicts of interest between the Trust
and members of management, in that Maxus Properties, Inc., which is an
affiliate of certain members of management and which manages the Trust's
properties, will receive more fees if the Trust's gross receipts increase
and is more likely to receive fees over a longer period of time if the
Trust's self-liquidating policy is eliminated. In addition, conflicts of
interest may arise if the Trust desires to purchase or sell real property
from or to, or enter into other transactions with, affiliates of the Trust.

* Shareholders have no appraisal, dissenters' or similar rights in connection
with the Proposals.

The foregoing is only a summary and shareholders should carefully consider
the risks disclosed under "Risk Factors" in the accompanying Proxy Statement.

As you can see, these proposals involve potential significant benefits and
risks to the Company's shareholders, as well as certain potential conflicts of
interest with the Trust's affiliates. The accompanying Proxy Statement, which
you are urged to read carefully, provides detailed information concerning the
proposals.

Whether or not the proposals are adopted by the Company's shareholders, the
Company will continue to operate so as to qualify as a REIT. If the proposals
are adopted, the Company's operations will remain unchanged except as
specifically provided for in the Proxy Statement.

<PAGE>

We cannot stress enough the importance of the vote of every shareholder,
regardless of the number of shares owned. THEREFORE, EVEN IF YOU ARE PLANNING TO
ATTEND THE MEETING, WE URGE YOU TO COMPLETE AND RETURN THE ENCLOSED PROXY TO
ENSURE THAT YOUR SHARES WILL BE REPRESENTED. A postage-paid envelope is enclosed
for your convenience. Should you later decide to attend the meeting, you may
revoke your proxy at any time and vote your shares personally at the meeting.

We look forward to seeing many shareholders at the meeting.

Sincerely,

/s/ David L. Johnson
David L. Johnson
Chairman of the Board and
Chief Executive Officer

-----------------------------------------

Special Note Regarding Forward-Looking Statements

Certain statements herein and in the accompanying Proxy Statement constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When used herein and in the Proxy Statement, the
words "estimate," "project," "anticipate," "expect," "intend," "believe," and
similar expressions are intended to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors which may cause the actual results, performance and achievements
of the Trust, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
following factors, as well as those factors discussed elsewhere in the Trust's
filings with the Commission: the successful implementation of the Policy
Proposals, changes in the real estate market, prevailing interest rates and
general economic conditions, the level of competition confronting the Trust and
other factors referred to in the accompanying Proxy Statement including, without
limitation, under the heading "RISK FACTORS."

<PAGE>
NOONEY REALTY TRUST, INC.
1100 MAIN STREET, SUITE 2100
KANSAS CITY, MISSOURI 64105

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 2000

To the Shareholders of
Nooney Realty Trust, Inc.:

You are hereby notified that the Annual Meeting of Shareholders of Nooney
Realty Trust, Inc. (the "Trust") will be held at 10:00 A.M. on May 9, 2000, in
the 24th Floor Conference Room at 2345 Grand Boulevard, Suite 2400, Kansas City,
Missouri, for the following purposes:

1 To consider and vote upon a proposal to amend Article Eight of the
Trust's Articles of Incorporation, Section 6.1 of Article VI of the
Trust's Bylaws and Section 10.8(b) of Article X of the Trust's Bylaws to
eliminate the Trust's "self-liquidating" policy.

2. To consider and vote upon a proposal to amend provisions of the Trust's
Bylaws to eliminate certain investment and borrowing restrictions on the
Trust. The proposal is to

A. amend Section 6.2 of the Trust's Bylaws by deleting the text of
paragraph (d) thereof; as a result, the Trust would be permitted to
acquire equity securities of other companies;

B. amend Section 6.2 of the Trust's Bylaws by deleting the text of
paragraph (i) thereof; as a result the Trust would be permitted to
exchange its common stock for real estate investments;

C. amend Section 3.1(e) of the Trust's Bylaws by deleting clauses (ii)
and (iii) thereof, and amend Section 3.4 of the Trust's Bylaws by
deleting paragraph (e) thereof; as a result, existing provisions that
restrict (1) total indebtedness of the Trust from exceeding 300% of
the net asset value of the Trust's assets and unsecured borrowings
that result in an asset coverage of less than 300% and (2) require the
Independent Trustees to monitor such coverages, would be eliminated;

D. amend the second paragraph of Section 9.4 of the Trust's Bylaws by
adding a new paragraph (d) thereto that allows the Trust to purchase
or sell property from or to affiliates of the

<PAGE>

Trust if approved by the unanimous vote of the disinterested
Independent Trustees.

3. To consider and vote upon a proposal to amend Article One of the Trust's
Articles of Incorporation and Section 1.1 of Article I of the Trust's
Bylaws to change the name of the Trust to Maxus Realty Trust, Inc.

4. To elect five trustees to hold office until the next Annual Meeting of
Shareholders and until their successors are elected and qualify.

5. To vote upon a proposal to adjourn the Annual Meeting of Shareholders to
allow for additional solicitation of shareholder proxies or votes in the
event that the number of proxies or votes sufficient to obtain a quorum
or to approve Proposals 1, 2, 3 and/or 4 have not been received by the
date of the Annual Meeting of Shareholders.

6. To consider and act upon such other business as may properly come before
the meeting or any adjournment thereof.

The Trust's Board of Trustees has fixed the close of business on March 28,
2000, as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting.

BY ORDER OF THE BOARD OF TRUSTEES

/s/ Christine A. Robinson

Christine A. Robinson, Secretary
April 7, 2000
Kansas City, Missouri

<PAGE>

NOONEY REALTY TRUST, INC.
1100 MAIN STREET, SUITE 2100
KANSAS CITY, MISSOURI 64105

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 2000

The Board of Trustees of Nooney Realty Trust, Inc., is soliciting the
enclosed proxy for its use at the Annual Meeting of Shareholders to be held at
10:00 A.M. on May 9, 2000, in the 24th Floor Conference Room at 2345 Grand
Boulevard, Suite 2400, Kansas City, Missouri, or any adjournment thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. The Board is first mailing this proxy statement and the enclosed
form of proxy on or about April 7, 2000.

Introduction

In addition to asking you to vote on nominees to the Board of Trustees and
recommending a change in the Trust's name, the Board of Trustees is proposing
several amendments to the Trust's Articles of Incorporation and Bylaws that
concern certain of the Trust's policies. These proposals are referred to herein
as the "Policy Proposals " and are described in the accompanying Notice of
Annual Meeting under Proposals 1 and 2 (A through D). If adopted, these
proposals (the "Policy Proposals") will

* terminate the Trust's "self-liquidating" policy;

* permit the Trust to acquire equity interests in other entities;

* permit the Trust to exchange its common stock for real estate investments;

* permit the Trust to incur indebtedness subject only to the limitation that
aggregate mortgage indebtedness not exceed 80% of the appraised value of
its properties; and

* permit the Trust to purchase or sell real property from or to affiliates if
approved by unanimous vote of the disinterested Independent Trustees.

The Board of Trustees believes these amendments will be favorable to
shareholders primarily because it expects these amendments will help the Trust
to compete more effectively for investment opportunities that may come available
in the market.

There are certain risks associated with these proposals. See "RISK FACTORS"
on page 9.

<PAGE>

Record Date

The Board of Trustees has fixed the close of business on March 28, 2000 as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting. On March 28, 2000, there were issued and
outstanding and entitled to vote 866,624 shares of the Trust's common stock, par
value $1.00 per share. The presence in person or by proxy of the holders of
record of a majority of the shares of Trust common stock entitled to vote at the
Annual Meeting will constitute a quorum for the transaction of business at the
meeting.

Proxies

If you sign and return the enclosed proxy card, the proxies named therein
will vote the shares which it represents in accordance with the specifications
thereon. If you do not indicate the manner in which you want your shares voted
on the proxy card, the proxies will vote them for (a) the Policy Proposals, (b)
the proposed amendments to the Trust's Articles of Incorporation and Bylaws to
change the name of the Trust and (c) the nominees for Trustees named herein. If
you are a participant in the Trust's Dividend Reinvestment Plan, the proxy card
represents the number of full shares in your dividend reinvestment plan account,
as well as shares registered in your name.

You may revoke your proxy at any time before it is voted (i) by delivering to
the Secretary of the Trust written notice of revocation bearing a later date
than the proxy, (ii) by submitting a later dated proxy, or (iii) by revoking the
proxy and voting in person at the Annual Meeting. Attendance at the Annual
Meeting will not in and of itself constitute a revocation of a proxy. Any
written notice revoking a proxy should be sent to Christine A. Robinson,
Secretary, Nooney Realty Trust, Inc., 1100 Main Street, Suite 2100, Kansas City,
Missouri 64105.

Voting

Shareholders are entitled to one vote per share on all matters, except for
the election of Trustees, as to which cumulative voting applies. Under
cumulative voting, each shareholder is entitled to cast that number of votes
equal to the number of shares held by the shareholder multiplied by the number
of Trustees to be elected, and all of such votes may be cast for a single
Trustee or may be distributed among the nominees as the shareholder wishes. If
you want to cumulate your votes, you should mark the accompanying proxy card to
clearly indicate how you want to exercise the right to cumulate votes and
specify how you want votes allocated among the nominees for Trustees. For
example, you may write "cumulate" on the proxy card and write next to the name
of the nominee or nominees for whom you desire to cast votes the number of votes
to be cast for such nominee or nominees. Alternatively, without exercising your
right to vote cumulatively, you may instruct the proxy holders not to vote for
one or more of the nominees by writing the name(s) of such nominee or nominees
in the space provided after the entry "For All Nominees Except" on the proxy
card. By not marking the proxy card with respect to the election of Trustees to
indicate how

<PAGE>

you want votes allocated among the nominees, you will be granting authority to
the persons named in the proxy card to cumulate votes if they choose to do so
and to allocate votes among the nominees in such a manner as they determine is
necessary in order to elect all or as many of the nominees as possible.

Trustees must be elected by a plurality vote. To be elected, a nominee must
be one of the five candidates who receives the most votes out of all votes cast
at the Annual Meeting. The affirmative vote of a majority of the issued and
outstanding shares of the Trust is required to adopt each of the matters
described in Proposal 1, Proposal 2 and Proposal 3. The affirmative vote of the
holders of a majority of the shares which are present in person or represented
by proxy at the Annual Meeting is required to act on any other matters properly
brought before the Meeting.

Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. If you indicate
"abstain" or "withheld" on a matter, your shares will be deemed present for that
matter. In tabulating votes cast on the proposals to amend the Articles of
Incorporation and Bylaws (i.e., the Policy Proposals and the change in the
Trust's name), abstentions and broker non-votes will have the same effect as a
negative vote. In tabulating votes on other matters (other than the election of
Trustees), abstentions will have the effect of a negative vote and broker
non-votes will not be counted for purposes of determining whether a proposal has
been approved. In tabulating votes cast on the election of Trustees, broker
non-votes are not counted for purposes of determining the Trustees who have been
elected. Shares withheld will have no impact on the election of Trustees except
to the extent that (i) the failure to vote for an individual nominee results in
another nominee receiving a larger proportion of the vote and (ii) withholding
authority to vote for all nominees has the effect of abstaining from voting for
any nominee.

Discretionary Authority

By executing a proxy, you will be giving the proxies discretionary authority
to vote your shares on any other business that may properly come before the
meeting and any adjournment thereof as to which the Trust did not have notice a
reasonable time prior to the date of mailing this proxy statement. The Board of
Trustees is not aware of any such other business and does not itself intend to
present any such other business. However, if such other business does come
before the meeting, shares represented by proxies will be voted by the persons
named in the proxy in accordance with their best judgment. A proxy also confers
discretionary authority on the persons named therein to approve minutes of the
last Annual Meeting of Shareholders, to vote on matters incident to the conduct
of the meeting and to vote on the election of any person as a Trustee if a
nominee herein named should decline or become unable to serve as a Trustee for
any reason.

<PAGE>

Costs of Solicitation

The Trust will pay all costs of preparing and soliciting proxies for the
Annual Meeting. In addition to solicitation by mail, officers and Trustees of
the Trust may solicit proxies from shareholders personally, or by telephone. The
Trust will also reimburse brokerage firms, banks and other nominees for their
reasonable costs incurred in forwarding proxy materials for shares held of
record by them to the beneficial owners of such shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. When used in this Proxy Statement, the words "estimate," "project,"
"anticipate," "expect," "intend," "believe," and similar expressions are
intended to identify forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance and achievements of the Trust, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, the following factors, as well as those
factors discussed elsewhere in the Trust's filings with the Commission: the
successful implementation of Policy Proposals, changes in the real estate
market, prevailing interest rates and general economic conditions, the level of
competition confronting the Trust and other factors referred to in this Proxy
Statement including, without limitation, under the heading "RISK FACTORS."

SUMMARY OF POLICY PROPOSALS

The following is a summary of certain information contained in this Proxy
Statement regarding the Policy Proposals (Proposals 1 and 2 (A through D) on the
Notice of Annual Meeting). This summary is qualified in its entirety by
reference to the more detailed information included in this Proxy Statement.
Shareholders are urged to read this Proxy Statement in its entirety.

Summary Risk Factors

Shareholders should carefully consider the matters disclosed under "RISK
FACTORS" at page 9 before deciding whether or not to approve the Policy
Proposals. The following is a summary of the potential material risks and
adverse consequences to the shareholders if the Board of Trustees' new business
plan is implemented upon the Shareholders' adoption of the Policy Proposals.

* The Policy Proposals will transform the Trust from an entity with a
self-liquidating policy to one with an infinite-life, growth-oriented
policy which

<PAGE>

will not be obligated to distribute sales or refinancings proceeds to
Shareholders, but will instead be able to reinvest such proceeds in new
investments. Shareholders who wish to liquidate their investments will have
to sell their shares, and their can be no assurance that there will be an
active trading market for the Trust's shares at the time of sale.

* The ability of the Trust to realize growth opportunities is subject to a
number of risks, including risks that

** investments may fail to perform in accordance with expectations;

** competition for investments may increase costs and reduce return;

** no specific acquisition proposals are under consideration, and there is
no assurance that suitable properties will become available on
acceptable terms; and

** there is no assurance that financing will be available on acceptable
terms.

* The Trust may not be able to operate successfully as an infinite-life
entity. The Trust has reported net losses for each of the last three fiscal
years and there can be no assurance that it will become profitable in the
future.

* Additional borrowings could reduce net income available for distribution to
shareholders.

* Shareholders may be subject to potential dilution from future equity
offerings, which may have an adverse effect on the market price of the
Trust common stock.

* The Policy Proposals may involve conflicts of interest between the Trust
and members of management, in that Maxus Properties, Inc., which is an
affiliate of certain members of management and which manages the Trust's
properties, will receive more fees if the Trust's gross receipts increase
and is more likely to receive fees over a longer period of time if the
Trust's self-liquidating policy is eliminated. In addition, conflicts of
interest may arise if the Trust desires to purchase or sell real property
from or to affiliates of the Trust or enter into other transactions with
such affiliates.

<PAGE>

* Shareholders have no appraisal, dissenters' or similar rights in connection
with the Proposals.

The foregoing is only a summary of the more significant risks. For a more
detailed description of the risks, see "RISK FACTORS" on page 9.

Background.

The Trust was formed in 1984 as a Missouri general business corporation to
make equity investments in income-producing real properties, primarily
commercial and light industrial properties.

The Trust was funded through a public offering of common stock. An aggregate
of 855,624 shares were sold at a price of $20 per share for gross proceeds of
approximately $17,112,480 million dollars. The Trust used proceeds from the
offering and borrowings to acquire three properties, two of which are commercial
office buildings and one of which is a warehouse distribution facility.

Although organized as a general business corporation with a perpetual life,
the Trust's Articles of Incorporation and Bylaws provide that it is organized to
be a self-liquidating business, and it was generally contemplated that the life
of investments in its portfolio would have a finite life. Initially, it was
intended that the Trust would sell its properties between eight and twelve years
after their acquisition, although there is no obligation to sell any property at
any particular time or within a specified time frame. The Trust's Bylaws
generally state that its policy is to distribute net proceeds from the sale of a
property to shareholders or apply such proceeds to improvements on, payment of
debt with respect to, or purchase of land underlying, existing investment
properties. The Trustees also may determine to use net proceeds to pay expenses
or establish reserves. This policy prevents the Trust from using disposition
proceeds to acquire new investment properties.

The Trust's Bylaws also contain a number of other investment restrictions and
limitations on borrowing, some of which may limit its ability to grow. Under
these policies, the Trust may not

* invest in equity securities, including shares of other REITs;

* issue shares in exchange for any real estate investment;

* incur total indebtedness in excess of 300% of the Trust's net asset value;

* borrow on an unsecured basis, if such borrowing would result in an asset
coverage ratio (generally the ratio of net assets plus unsecured debt to
unsecured debt) of less than 300%; or

<PAGE>

* purchase or sell real property from or to affiliates of the Trust except
under very limited circumstances.

Recently, there has been a change in control of the Trust, and the Trust now
has new management and a new Board of Trustees. The new Board of Trustees
believes that securities markets have historically valued shares of
infinite-life REITs more favorably than those of finite-life REITs with
self-liquidating policies such as those of the Trust. Further, the Board of
Trustees believes that the investment and borrowing policies described above may
prevent the Trust from taking advantage of investment opportunities that may
exist. Accordingly, the Board of Trustees is recommending the Policy Proposals
to shareholders. If the Policy Proposals are approved, the Trustees believe that
the Trust would have the opportunity to grow by using proceeds from the sale of
properties and stock, together with proceeds from the incurrence of debt and the
issuance of stock, to make additional investments.

The Policy Proposals

If approved, the Policy Proposals would:

* eliminate the Trust's "self-liquidating" policy;

* permit the Trust to acquire equity securities of other companies;

* permit the Trust to exchange common stock for real estate investments;

* allow the Trust to incur indebtedness subject only to the limitation that
aggregate mortgage indebtedness not exceed 80% of the appraised value of
its properties; and

* permit the purchase or sale of property from or to affiliates of the Trust
if approved by the unanimous vote of the disinterested Independent
Trustees.

Reasons For Recommending the Policy Proposals

The Trustees believe that the Policy Proposals are in the best interests of
the shareholders of the Trust because:

* There is a very limited investor demand for equity interests in real estate
investment trusts with small capitalizations and limited real estate
portfolio size, especially where there are substantial and numerous
investment and other restrictions which severely restrict such entities'
potential growth.

* The Trustees believe such investments have limited appeal for the majority
of investors in the market, and almost no appeal for institutional and
other major investors.

<PAGE>

* The investment and borrowing policies that the Policy Proposals would
change may prevent the Trust from taking advantage of investment
opportunities that may exist.

* The increase in size and diversity of the Trust's portfolio would reduce
the dependence of the Trust on the performance of any single investment.

If the Policy Proposals are approved, the Trustees believe the Trust will
have the opportunity to grow by using proceeds from the sale of properties and
stock, together with proceeds from the incurrence of debt and the issuance of
stock, to make additional investments.

Business Plan

If the Policy Proposals are approved, it is expected that the Trust will
begin implementing a growth oriented business plan intended to cause the Trust
to attain greater size and asset diversity. The Board of Trustees believes that
significant opportunities exist in the market to acquire income-producing real
properties and/or controlling ownership interests in entities owning such
properties that the Board believes are likely to provide attractive investment
returns at current market prices. Although no specific acquisition proposals are
under consideration, management and the Board of Trustees will seek to grow the
Trust by acquiring additional income producing real properties, including
multi-family housing, and investments in other entities, primarily other REITs
and real estate general or limited partnerships that own income producing real
properties. The Trust may consider purchasing income-producing real properties
from, or entering into transactions with, entities affiliated with management of
the Trust.

The Trustees intend to grow by using proceeds from the sale of properties,
together with proceeds from the incurrence of debt and the issuance of stock, as
well as issuing stock in exchange for income-producing properties, to make
additional investments. In this regard, the Trust is presently negotiating the
sale of one of its properties; if the Policy Proposals are approved, proceeds
from any sale not used to reduce existing indebtedness with respect to existing
properties that might otherwise have to be distributed to shareholders could be
used to acquire new properties. It is expected that the Trust may issue stock or
sell assets or interests in assets of the Trust in exchange for interests in
other REITs or general and limited partnership interests in limited partnerships
holding income-producing real properties.

In implementing this plan, the Trust will be subject to its overall
investment objectives and policies, which are described in detail herein under
the heading "INVESTMENT OBJECTIVES AND POLICIES."

Federal Income Tax Consequences

The Trust does not expect that the approval and implementation of the Policy
Proposals and the Trust's new business plan will have any specific Federal
income tax

8
<PAGE>

consequences to the Trust's Shareholders. If the Policy Proposals and the
Trust's new business plan are implemented, the Trust will continue to be
structured so as to preserve the Trust's qualification as a REIT under Federal
income tax law.

RISK FACTORS

Although the Board of Trustees recommends approval of the Policy Proposals,
the Trust's shareholders should carefully consider the following factors in
determining whether to approve the Policy Proposals.

Set forth below are certain risks associated with the Policy Proposals and
with the Trust's plan to grow and expand its existing portfolio through the use
of debt, shares of common stock and proceeds from dispositions of existing
properties. This section does not review risks that exist with respect to the
existing portfolio or the aspects of the Trust's operations which are not being
revised as part of the Policy Proposals.

The Trust will no longer be obliged to distribute proceeds of sales or
refinancings of properties. Although the Articles of Incorporation provide that
the Trust has a perpetual existence and there is no requirement that the Trust's
properties be sold by a specific date, the Articles state the Trust is
"self-liquidating". Under the Bylaws, this generally prohibits the Trust from
reinvesting proceeds from the sale, financing or refinancing of a property by
limiting the use of such proceeds not distributed to shareholders to making
capital improvements on, or paying indebtedness with respect to, existing
properties, paying other expenses or creating appropriate reserves. Originally
it was intended that properties acquired by the Trust would be disposed of
within a given time frame and that proceeds not required for such purposes would
be distributed to shareholders. If the Proposed Policy eliminating the
self-liquidating feature of the Trust is approved and properties are sold or
refinanced, net proceeds from their sale or refinancing may be reinvested in new
investments, and the Trust will no longer have an obligation to distribute
proceeds to shareholders. The Trust will be an ongoing entity that is not
expected to liquidate its assets and the only way for shareholders to recoup
their investment will be by selling their shares, the price of which will be
subject to fluctuations in the securities markets.

There may not be an active trading market for the Trust's shares. As
noted above, if the self-liquidating policy is eliminated, shareholders who wish
to liquidate their investment in the Trust will have to sell their shares. There
can be no assurance there will be an active trading market for the shares at the
time of any sale. During the past twelve months, the average daily trading
volume has been less than 1,000 shares.

Presently the Trust's common stock is listed on The Nasdaq National
Market. Continued listing on the Nasdaq National Market is subject to the
Trust's ability to satisfy various Nasdaq criteria, including that (i) the Trust
has in excess of 750,000 shares that are publicly held and (ii) the market value
of the Trust's public float exceeds $5,000,000.

<PAGE>

Presently the Trust does not meet these requirements and the Nasdaq Stock Market
has given the Trust until May 11, 2000 to address these deficiencies.

The Trust is considering various steps to address these deficiencies but
there can be no assurance that the Trust will be successful. If the Trust fails
to address the deficiencies, Nasdaq would determine whether it is appropriate to
transfer the Trust's common stock to the Nasdaq SmallCap Market or delist it,
either of which could make it more difficult for shareholders to sell their
stock.

There may be constraints on the Trust's growth opportunities. If the proposed
changes are approved, the Trust intends to begin implementing a growth oriented
business plan intended to cause the Trust to attain greater size and asset
diversity. The ability of the Trust to accomplish such growth will be subject to
a number of constraints, including:

** Acquisition Risks. Acquisitions of investment properties entail risks
that unforeseen liabilities will be assumed or that the Trust's
investments will fail to perform in accordance with expectations. In
addition, improvements to acquired properties may be costly and may not
result in increases in revenue or profits.

** Competition Risks. The Trust will have to compete for real property
investments and for tenants with numerous other real estate investment
trusts and partnerships, as well as individuals, corporations and others
engaged in real estate investment activities. Competition for
investments may increase costs and reduce returns.

** No Properties Identified. The Trust has not identified specific
properties in which it might invest. There is no assurance that suitable
investments will be available or, if available, will be so on terms
acceptable to the Trust.

** No Assurance of Available Capital. The Trust has no commitments for
additional capital to implement its business plan and there can be no
assurance that financing will be available to it, or, if available, that
it would be available on acceptable terms. Further, there can be no
assurance that the Trust will be able to refinance its existing credit
facility when it matures in 2001, or, if it does, that it will be able
to do so on favorable terms.

The Trust may not be able to operate successfully as an infinite-life entity.
There can be no assurance that the Trust will be able to operate successfully as
an infinite-life entity. If the Policy Proposals are approved, the Trustees
intend for the Trust to implement a growth-oriented business plan. The
acquisition of new properties entails the risk that investments will fail to
perform in accordance with the Trust's expectations. The Trust has reported net
losses for each of the last three fiscal years. Although such losses have
resulted

<PAGE>

primarily from litigation which recently has been resolved, other factors,
including loss of a key tenant, contributed to the Trust's results and there can
be no assurance that it will become profitable in the future.

Issuance of Additional Shares May Result in Dilution to Shareholders and
Price Reductions. The Trust expects that it may in the future acquire other
investment properties by issuing Trust shares. The issuance of additional shares
in exchange for investment properties will reduce the ownership percentage of
existing shareholders. The effect of additional equity offerings may be the
dilution of the equity of shareholders of the Trust or the reduction of the
price of shares, or both. The Trust may issue approximately 4.1 million
additional shares under its Articles of Incorporation. If such shares are issued
for investment properties (or otherwise) at a price which is less than the then
market price of the Shares, the Trust's current shareholders' shares would be
diluted. At this time, the Trust is unable to determine the amount, timing or
nature of additional securities issuances.

Additional Borrowings could reduce net income available for distribution to
shareholders. If the Policy Proposals are approved, the Trust intends to pursue
a growth strategy, and in so doing may incur additional debt. In this regard,
the Trust's Bylaws generally permit it to incur mortgaged indebtedness of up to
80% of the appraised value of all of its properties, provided, that the
aggregate borrowings of the Trust, secured and unsecured, must be reasonable in
relation to the net assets of the Trust and the maximum amount of the Trust's
borrowings in relation to its net assets may not exceed 300% unless such excess
borrowing is approved by the Trust's Independent Trustee's. Further the Trust
may not borrow on an unsecured basis if doing so would result in an asset
coverage ratio (the ratio of net assets plus unsecured debt to unsecured debt)
of less than 300%. If the Policy Proposals are approved, the only restriction on
incurring indebtedness will be the 80% of appraised value limit on mortgage
debt. There will be no limit on unsecured debt other than the requirement that
periodically the Independent Trustees review borrowings to determine they are
reasonable in relation to net assets. If the Trust incurs additional debt,
increased interest expense could adversely affect funds from operations and
reduce amounts available for distribution to shareholders.

No Dissenters' Rights. Under Missouri law, shareholder will have no
appraisal, dissenters' or similar rights in connection with the Policy
Proposals. Further, if the Policy Proposals are approved by a majority of the
Trust's issued and outstanding shares, all shareholders will be bound by the
decision of the holders of a majority of the shares.

Conflicts of Interest. The Policy Proposals may involve conflicts of interest
between the Trust and members of management. David L. Johnson, Chairman of the
Board of the Trust, is the principal shareholder and an officer and director of
Maxus Properties, Inc., the company hired by the Trust to manage its properties
("Maxus"). Daniel W. Pishny and John W. Alvey, executive officers of the Trust,
are also executive officers of Maxus. Maxus is paid a fee based on a percentage
of the monthly gross receipts from the operation of each of the Trust's
properties. Although the Board does not intend to pay Maxus a higher percentage
if the Policy Proposals are adopted, Maxus will receive more fees if the Trust
acquires

<PAGE>

additional properties and the Trust hires Maxus to manage the properties. In
addition, Maxus is more likely to receive fees over a longer period of time if
the Trust's self-liquidating policy is eliminated. Further, although the
executive officers of the Trust are currently paid salaries by the Trust, and
the Board does not have any current plans to pay such salaries, the Board could
determine in the future that increased responsibilities resulting from growth of
the Trust's portfolio warrants paying the executive officers salaries, including
incentive compensation packages.

If the Policy Proposals are approved, the Trust may consider purchasing or
selling real properties from or to affiliates of the Trust. David L. Johnson,
Chairman of the Board of the Trust, owns and/or controls approximately 60 income
producing real properties, and the Trust may consider purchasing
income-producing real properties from Mr. Johnson or his affiliated entities or
entering into other transactions with such entities. If so, there will be a
conflict of interest between the Trust and its Chairman of the Board. The
proposed Bylaw amendment provides that any such purchase could be made if
approved by all of the disinterested Independent Trustees. Under the present
Bylaws, such transaction could only be undertaken, if at all, if approved by the
shareholders.

Removal of Investment Restrictions. If the Policy Proposals are approved, the
Trust may invest in equity securities of other entities. It is expected that
such investments will be limited to other REITs and real estate general and
limited partnership whose primary purpose is owning or acquiring income
producing real properties or providing services to such entities or such real
properties. To the extent that the Trust makes investments in such entities, but
does not control them, the Trust will be subject to all the risks associated
with being a minority shareholder, including not having control over the affairs
of such entity.

RECOMMENDATION OF THE TRUSTEES
WITH RESPECT TO THE POLICY PROPOSALS

The Trustees believe that adopting the Policy Proposals is in the best
interests of the Trust and its shareholders and recommend that shareholders vote
FOR the approval of Proposals 1 and 2A through D. In reaching this
determination, the Trustees considered, among other things, the following
factors:

Availability of Attractive Investments; Inability of the Trust to Capitalize
Under Current Structure. The Trustees believe that there are significant
opportunities for the Trust to acquire additional real properties and ownership
interests in entities owning real property in the current market at prices that
are likely to provide attractive investment returns. However, (i) the Trust's
lack of available capital to make such investments and (ii) the investment
policies that prohibit the acquisition of equity securities and the use of
shares and disposition proceeds to acquire investment property make it difficult
for the Trust to engage in such acquisitions and take advantage of such
investment opportunities. The Trustees believe that:

* The Trust's investment policies severely restrict the Trust's ability to
grow.

<PAGE>

* There is very limited investor demand for equity interests in real estate
investment entities with small capitalizations and limited real estate
portfolio size, especially where there are substantial and numerous
investment and other restrictions which severely restrict such entities'
potential growth. The Trustees believe that such investments have limited
appeal for the majority of investors in the market, and almost no appeal
for institutional and other major investors.

Diversification. The Trust's current portfolio of properties is comprised of
a 100% ownership interest in three income producing real properties. Two of
these presently are single tenant properties. If the Policy Proposals are
approved, the Trustees expect that:

* The Trust's portfolio will become more diversified as it acquires
additional properties over time.

* The increased size and diversity of the Trust's portfolio will reduce the
Trust's dependence on the performance of any single investment, including
the effects of increased vacancy rates at any particular property.

In reaching their determination, the Trustees also considered potentially
negative aspects of the proposed transaction, including the various factors and
information set forth under the heading "Risk Factors" and elsewhere in this
Proxy Statement.

INVESTMENT OBJECTIVES AND POLICIES

Except as modified by the Policy Proposals, the Trust investment objectives
and policies will remain the same as when the Trust was first formed. Generally,
its objectives are to:

* preserve and protect shareholder's capital;

* provide the maximum possible cash distributions to shareholders, a portion
of which may not be taxable to shareholders; and

* provide for capital growth through appreciation in property values.

There can be no assurance that any of the foregoing objectives will be achieved.

The Trust's investment policies are described below.

Types of Investment

The Policy Proposals do not change the Trust's investment policy, which was
and remains to make equity investments in commercial and industrial
income-producing real property, primarily office buildings, and
warehouse/distributor properties. The Trust also

<PAGE>

may invest in other types of income-producing real properties such as apartment
complexes. The Trust does not intend to invest in mortgages, but in connection
with the sale of properties it may take back purchase money mortgages.

The Trust expects any future investment would be primarily in existing
operating properties, however, it may also invest in properties which are in the
process of being completed, under construction or under contract for
development. The Trust will not invest in unimproved real property.

The Trust is not limited as to the geographic area in which it may invest but
intends to invest only in property located in the continental United States.
Ownership of a property will normally take the form of fee title but may take
the form of a leasehold estate. The Trust is not limited as to the amount or
percent of assets which may be invested in any one property. If the Trust
purchases land in connection with the acquisition of a property, it may
thereafter sell the land subject to a leaseback arrangement.

The Trust will obtain, in connection with the purchase of each property, an
independent appraisal of the fair market value of the property. Appraisals are
only estimates of value and should not be relied upon as measures of true worth
or realizable value. The Trustees therefore will rely on their own analysis and
not solely on such appraisal in determining whether to acquire a particular
property.

Borrowing

If the Policy Proposals are approved, certain restrictions on the incurrence
of indebtedness described under "Summary of Policy Proposals - Background" will
be eliminated. However, the Trust will remain subject to a limitation which
provides it may not incur aggregate mortgage indebtedness in excess of 80% of
the appraised value of all of its properties on a combined basis.

Trust indebtedness may be in the form of temporary or permanent financing
from banks, institutional investors and other lenders, which indebtedness may be
secured by mortgages or other interests in Trust properties (including
"wrap-around" or other "all-inclusive" mortgages). Recourse for any indebtedness
may be limited to the particular property to which the indebtedness relates or
may include all of the Trust's assets. When recourse may be had against all the
Trust's assets, its equity in other properties as well as the property in
question could be reduced or eliminated through foreclosure. Some financing may
involve renegotiable or floating interest rates or balloon payments. In no event
will shareholders have any personal liability for Trust debts.

Sales of Property

If the Policy Proposals are approved, the Trust will no longer be
self-liquidating. Accordingly, the net proceeds from any sale, financing or
refinancing of Trust property may, in the discretion of the Trustees, be
invested in new acquisitions, distributed to the

<PAGE>

shareholders, or applied to capital improvements, the payment of indebtedness
with respect to existing properties, other expenses, the establishment of
reserves or other purposes.

The Trust intends to hold investment properties until such time as sale or
other disposition appears to be advantageous to the shareholders with a view to
achieving the Trust's investment objectives or until it appears that its
objectives will not be met. In deciding whether to sell properties, the Trust
will consider such factors as potential capital appreciation, cash flow and
federal income tax considerations. Whether assets will be sold generally will be
determined by the Trustees, except that the shareholders will have to approve
any sale constituting a sale of substantially all the Trust's assets.

Other Policies

Under the current Bylaws, the Trust may invest in joint ventures with real
estate developers, owners and others having similar investment objectives for
the purpose of owning a particular property or properties, provided the Trust or
an affiliate or both taken together have a controlling interest in any such
joint venture and, provided further, that the terms and conditions of any such
joint venture entered into with an Advisor or its affiliates are unanimously
approved by the Trustees. These provisions are not affected by the Policy
Proposals.

The Trust intends to make investments in accordance with the applicable
requirements of the Internal Revenue Code in order that it may continue to
qualify as a REIT.

Investment Restrictions

If the Policy Proposals are approved, the Trust may invest in equity
securities, including the shares of any other real estate investment trust, and
may exchange shares for an interest in real estate. Other existing restrictions
described in the next paragraph remain in place.

The Trust's Bylaws generally prohibit it from investing in unimproved real
estate, junior mortgage loans, commodities or commodity future contracts. (See
"Types of Investment," above.) The Trust may not engage in the business of
underwriting securities issued by others. In addition, the Trust will not issue
any non-voting, assessable or redeemable equity security or issue debt
securities unless the historical debt service coverage (in the most recent
completed fiscal year), as adjusted for known changes, is sufficient to properly
service the debt. The Trust will not issue options or warrants to purchase
shares at exercise prices less than the fair market value of such shares on the
date of grant and for consideration (which may include services) that in the
judgment of the Independent Trustees has a market value of less than the value
of such options or warrants on the date of grant. In no event shall such options
or warrants be exercisable later than five years from the date of issuance. In
addition, the aggregate number of shares issuable at any time upon exercise

<PAGE>

of outstanding options or warrants shall not exceed 10% of outstanding shares on
the date of grant of any options or warrants.

Transactions Between the Trust, the Trustees, the Advisor, and Certain
Affiliates

The existing Bylaws generally provide that a contract between the Trust and
any other person shall be valid even though (a) one or more of the Trustees or
officers are directly or indirectly interested in or connected with, or are
trustees, partners, directors, officers or retired officers of such other
person, or (b) one or more of the Trustees or officers, individually or jointly
with others, is a party or are parties to, or directly or indirectly interested
in, or connected with, such contract, act or transaction, if in either the case
of (a) or (b), such contract is authorized by the vote of a majority of the
disinterested Trustees. No Trustee or officer who is aware of the conflict or
relationship shall have any liability as a result of entering into any such
contract, act or transaction, provided that such interest or connection is
disclosed or known to the Trustees and thereafter the Trustees in good faith
authorize such contract, act or other transaction by the vote of a majority of
the disinterested Trustees.

Under the current Bylaws, the Trust may not sell, directly or indirectly, any
of its real property to any Trustee or officer of the Trust, any Advisor, or any
affiliate thereof, and no such person shall sell any property to the Trust
unless (a) the property was purchased by any of the foregoing persons for the
purpose of its subsequent acquisition by the Trust upon completion of the
Trust's financing arrangements or (b) the property or option thereon was
purchased or taken by any of the foregoing persons in its own name and title and
was temporarily held in such name for the purpose of facilitating the Trust's
acquisition of such property or facilitating the Trust's borrowing of money or
obtaining of financing or for any other purpose related to its business and (c)
the property or option thereon is purchased by the Trust for a cash payment no
greater than the cost of the property or option to such person. If the Policy
Proposals are approved, the Trust also may acquire or sell property to such
persons in transaction that are approved by the unanimous vote of the
disinterested Independent Trustees, whether or not any of the foregoing tests
are satisfied.

As is the case under the current Bylaws, the Trust may joint venture
with any such persons with respect to its real property as otherwise permitted
in the Bylaws.

16
<PAGE>

PROPOSAL 1

PROPOSAL TO APPROVE AN AMENDMENT TO
ARTICLE EIGHT OF THE TRUST'S ARTICLES OF INCORPORATION AND
SECTIONS 6.1 AND 10.8(b) OF THE TRUST'S BYLAWS, AS DESCRIBED IN
THE ACCOMPANYING NOTICE, TO ELIMINATE THE TRUST'S SELF-
LIQUIDATING POLICY

Proposal 1

The Board of Trustees recommends to the shareholders that the Trust eliminate
its "self-liquidating" policy. Accordingly, the Board of Directors has adopted
and recommended to the shareholders for their approval and adoption the
following resolutions:

RESOLVED, that Article Eight of the Trust's Articles of Incorporation be
amended to eliminate the Trust's self-liquidating policy by deleting
paragraph 2 thereof and re-numbering existing paragraph 3 as paragraph 2; as
so amended, Article Eight will provide in its entirety as follows:

"The corporation is formed for the following purposes:

1. To acquire, own, finance, develop, improve, lease, operate, manage,
dispose of, sell, liquidate and otherwise invest in and deal with
real estate primarily consisting of income-producing property.

2. To engage in any lawful activity for which a corporation may be
organized under The General and Business Corporation Law of
Missouri."

FURTHER RESOLVED, that the third paragraph of Section 6.1 of Article VI of
the Trust's Bylaws be deleted in its entirety.

FURTHER RESOLVED, that Section 10.8(b) of Article X of the Trust's Bylaws
be amended in its entirety to eliminate the reference to the Trust's
self-liquidating policy, so that as amended, Section 10.8(b) will provide as
follows:

"(b) The affirmative vote of the holders of at least two-thirds (2/3) of
the outstanding Shares entitled to vote thereon shall be required to approve
the sale, lease, exchange or other disposition, other than by mortgage, deed
of trust or pledge, of all or substantially all of the property and assets of
the Trust, if such sale, lease, exchange or other disposition is not made in
the usual and regular course of the business of the Trust."

<PAGE>

Effect of Proposal 1

The effect of the first resolution is to delete the following text in
paragraph 2 of Article Eight of the Trust's Articles of Incorporation:

"2.To liquidate (when deemed appropriate by the directors) by sale or
other disposition all, or substantially all, of the properties of the
corporation as part of its usual and regular course of business, the
corporation being organized to be a self-liquidating business."

The effect of the second resolution is to delete the following language in
Section 6.1 of the Trust's Bylaws:

"The Trust is intended to be 'self-liquidating.' Accordingly, it is the
policy of the Trustees that the net proceeds of the sale, financing or
refinancing of each investment property, except as provided below, will
not be reinvested, but will either be distributed to the Shareholders or
applied to such capital improvements to, or the payment of indebtedness
with respect to, existing properties of the Trust or the payment of any
other expenses or the establishment of any reserves, all as the Trustees
deem necessary and appropriate. In addition, the Trust may utilize the net
proceeds of any sale, financing or refinancing of an investment property
to purchase the land underlying any of the Trust's investment properties
in cases where the Trust is not already the owner. Also, if, within five
(5) years from the effective date of the Trust's registration statement in
connection with its initial public offering of Shares, the Trust sells,
finances or refinances an investment property, the Trust may reinvest,
during such time period, the proceeds of such sale, financing or
refinancing. The disposition of a property back to the original seller or
an affiliate thereof, whether in the form of a rescission, exchange or
resale or pursuant to an option or similar arrangement entered into at or
prior to the time of taking title of such property, shall not be deemed a
sale, financing or refinancing for the purposes of the self-liquidating
aspect to the investment policy of the Trustees."

The effect of the third resolution is to delete the following language in
Section 10.8(b) of the Trust's Bylaws:

"Given that the Trust is "self-liquidating" in nature, however, as
provided in Section 6.1 hereof, it is anticipated that most, if not
all, of the sales, leases, exchanges or other dispositions of the Trust
property and assets will be made in the usual and regular course of
business."

If the proposal is approved, the Trust no longer will have a self-liquidating
policy, and proceeds from the sale or refinancing of properties may be
reinvested in new properties.

<PAGE>

The affirmative vote of a majority of the outstanding shares entitled to vote
are required to approve the foregoing proposal. Accordingly, abstentions and
broker non-votes will have the same effect of negative votes in determining
whether the proposed amendment has been approved.

The Board of Trustees Recommends a Vote for the above Described Amendments to
the Trust's Articles of Incorporation and Bylaws.

PROPOSAL 2

PROPOSAL TO APPROVE AMENDMENTS TO
SECTION 6.2, 3.1, 3.4 AND 9.4 OF THE TRUSTS BYLAWS, AS DESCRIBED IN
THE ACCOMPANYING NOTICE, TO ELIMINATE CERTAIN RESTRICTIONS
ON INVESTING AND BORROWING AND TO MODIFY RESTRICTIONS ON
TRANSACTION WITH AFFILIATES.

Proposal 2A

Presently, Section 6.2(d) of the Trust's Bylaws prohibits the Trust from
investing in any equity Securities.1 The Board of Trustees recommends to the
shareholders that the Trust delete this provision to allow the Trust to acquire
equity securities of other companies. Accordingly, the Board of Trustees has
adopted and recommended to the shareholders for their approval and adoption the
following resolution:

RESOLVED, that Section 6.2 of the Trust's Bylaws be amended by
deleting the text of paragraph (d), thereby eliminating the restriction
on acquiring equity securities of other companies; as so amended,
paragraph (d) will provide as follows:

"(d) [Intentionally omitted];..."

- --------
1 The Trust's Bylaws define "Securities" as any shares of the Trust's
common stock, stock, shares, voting trust certificates, bonds, limited
partnership interests, debentures, notes, or other evidence of indebtedness or
ownership or, in general, any instruments commonly known as "securities" or any
certificates of interest, shares or participation in temporary or interim
certificates for, receipts for, guarantees of, or warrants, options or rights to
subscribe to, purchase or acquire any of the foregoing.

<PAGE>

Effect of Proposal 2A

The effect of Proposal 2A is to delete the text in Section 6.2(d) of the
Trust's Bylaws that provides the Trust shall not:

"(d) Invest in any equity Security, including the shares of other
REITs;"

If such provision is eliminated, the Trust may acquire equity interests in
other entities. It is expected that any equity investments by the Trust will be
primarily in other REITs and real estate general and limited partnerships whose
primary purpose is owning or acquiring income producing real properties.

Proposal 2B

Presently, Section 6.2(i) of the Trust's Bylaws prohibits the exchange of
shares for any real estate investment. The Board of Trustees recommends to the
shareholders that the Trust eliminate this restriction. Accordingly, the Board
of Trustees has adopted and recommended to the shareholders for their approval
and adoption the following resolution:

RESOLVED, that Section 6.2 of Article VI of the Trust's Bylaws be
amended by deleting the text of paragraph (i), thereby eliminating the
restriction on the Trust's ability to exchange common stock of the
Trust for real estate investments; as amended, paragraph (i) will
provide as follows:

"(i) [Intentionally omitted];"

Effect of Proposal 2B

The effect of Proposal 2B is to delete the text in Section 6.2(i) of the
Trust's Bylaws that provides the Trust shall not:

"(i) Exchange Shares for any real estate investments;..."

If such provision is eliminated, the Board may consider issuing common stock
of the Trust, or options to acquire such common stock, in exchange for equity or
general partner or limited partner interests in other real estate companies.

Proposal 2C

Presently, Sections 3.1(e)(ii) and 3.1(e)(iii) of the Trust's Bylaws prohibit
the Trust from (i) incurring total indebtedness in excess of 300% of the net
asset value of the Trust's assets unless approved by the Independent Trustees
and (ii) borrowing on an unsecured basis if such borrowing would result in an
asset coverage of less than 300%. In addition, Section 3.4(e) requires that the
Independent Trustees review the aggregate borrowings of the Trust on a quarterly
basis to determine whether the net asset value of the Trust exceeds 300%. The

<PAGE>

Board of Trustees recommends to the shareholders that the Trust
eliminate these restrictions and requirements. Accordingly, the Board of
Trustees has adopted and recommended to the shareholders for their
approval and adoption the following resolutions:

RESOLVED, that Sections 3.1(e) of the Trust's Bylaws be amended by
deleting the text of paragraphs (ii) and (iii) thereof, so that as
amended, Sections 3.1(e) will read as follows:

[3.1 Power and Authority of Trustees. ... (T)he Trustees shall have the
power ...]

"(e) To borrow money and incur indebtedness for the purposes of the
Trust and to cause to be executed and delivered therefor, in the Trust
name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and Securities
therefor; to guarantee, indemnify or act as surety with respect to
payment or performance of obligations of third parties; to enter into
other obligations on behalf of the Trust; and to assign, convey,
transfer, mortgage, subordinate, pledge, grant security interests in,
encumber or hypothecate the Trust Estate to secure any of the
foregoing; provided, however, that:

(i) the aggregate borrowing of the Trust, secured and unsecured,
shall be reasonable in relation to the Net Assets of the Trust and
shall be reviewed by the Trustees at least quarterly;

(ii) [intentionally omitted]; and

(iii) [intentionally omitted]."

FURTHER RESOLVED, that Section 3.4 of the Trust's Bylaws be amended
by deleting the text of paragraph (e) thereof in its entirety, so that
as amended, paragraph (e) will provide as follows:

"(e) [intentionally omitted]."

Effect of Proposal 2C

The effect of the first resolution is to delete the following text in
clauses (ii) and (iii) of Section 3.1(e) of the Trust's Bylaws:

[... provided, however that]

"(ii) the maximum amount of the Trust's borrowing,
secured and unsecured, in relation to the Net Assets shall not
exceed three hundred

21
<PAGE>

percent (300%) unless such excess borrowing is approved by a
majority of the Independent Trustees as being appropriate and
is disclosed to the Shareholders, along with the justification
for such excess, in the first quarterly report provided to the
Shareholders following the date on which such excess borrowing
occurs; and

(iii) the Trust will not borrow, on an unsecured
basis, if such borrowing will result in an asset coverage of
less than 300%. "Asset Coverage," for this purpose, means the
ratio which the value of the Total Assets of the Trust, less
all liabilities and indebtedness of the Trust, except
indebtedness for unsecured borrowing, bears to the aggregate
amount of all unsecured borrowings of the Trust."

If this proposal is approved, the Trust will remain subject to the
existing limitation that aggregate mortgage indebtedness not exceed 80% of the
appraised value of its properties, but will not be limited in the amount of
unsecured indebtedness that it may incur.

The effect of the second resolution is to delete the following text in
Paragraph (e) of Section 3.4 of the Trust's Bylaws:

[3.4. Independent Trustees. Notwithstanding any other provision of
these bylaws, the Independent Trustees, in addition to their other
duties, to the extent that they may legally do so, shall:]

"(e)Review at least quarterly the aggregate borrowings of the Trust,
secured and unsecured, to determine whether the relation of such
borrowings to the Net Assets of the Trust exceeds three hundred percent
(300%) and, if so, whether such higher level of borrowing is
appropriate."

The Board of Trustees believes that such determination will not be
necessary if the borrowing restrictions referred to in this proposal are
eliminated. The Independent Trustees will remain obligated to review the
Trust's borrowings quarterly to determine if they are generally reasonable in
relationship to the Trust's net assets.

Proposal 2D

The Board of Trustees recommends to the shareholders that the Trust amend
the second paragraph of Section 9.4 of the Trust's Bylaws to add a new clause
(d) to allow for purchases and sales of real property from and to affiliates
of the Trust if such transactions have been approved by a unanimous vote of
the disinterested Independent Trustees. Accordingly, the Board of Trustees
has adopted and recommended to the shareholders for their approval and
adoption the following resolution:

<PAGE>

RESOLVED, that the second paragraph of Section 9.4 of the Trust's
Bylaws be amended by adding a new clause (d); so that as amended, the
second paragraph of Section 9.4 will provide as follows:

"The Trust shall not sell, directly or indirectly, any of its
real property to any Trustee or officer of the Trust, the Advisor, or
any affiliate thereof, and no such Person shall sell any property to
the Trust unless:

(a) the property was purchased by any of the foregoing Persons
for the purpose of accumulating a portfolio of investments for the
Trust under circumstances which are fully disclosed in the
prospectus by which Shares are initially offered to the public;

(b) the property was purchased by any of the foregoing Persons
for the purpose of its subsequent acquisition by the Trust upon
completion of financing arrangements by the Trust;

(c) the property or option thereon was purchased or taken by any
of the foregoing persons in its own name and title and was
temporarily held in such name for the purpose of facilitating the
acquisition of such property by the Trust or facilitating the
borrowing of money or obtaining of financing for the Trust or for
any other purpose related to the business of the Trust and the
property or option thereon is purchased by the Trust for a cash
payment no greater than the cost of the property or option to such
person; provided, however, that the Trust may, if the proceeds of
the Trust's sale of Shares from its initial public offering are
insufficient to make (or repay indebtedness incurred to make)
required cash payments in connection with the acquisition of any
property or properties acquired prior to the termination of such
initial public offering, sell to the Advisor or any Affiliate
thereof such property or properties (or sell to the Advisor or an
Affiliate of the Advisor an interest therein) but only on terms
which provide for cash payments to the Trust equal to the Trust's
cash payments made and the assumption of all indebtedness incurred
in connection with the acquisition of such property or properties by
the Trust and only any if, in the opinion of the Independent
Trustees, the Trust will be unable to obtain a higher price for such
property or properties from an unaffiliated third party.

(d) the purchase or sale was made on terms no less favorable to
-----------------------------------------------------------------
the Trust than those that could have been obtained in a comparable
--------------------------------------------------------------------
transaction on an arm's length basis from a person who is not an
--------------------------------------------------------------------
affiliate of the Trust and the purchase or sale was approved by
--------------------------------------------------------------------
unanimous vote of the disinterested Independent Trustees.
---------------------------------------------------------

<PAGE>

Nothing herein, however, shall be deemed to preclude the Trust from
entering into a joint venture with any such Persons with respect to Trust
real property as otherwise permitted herein."

Effect of Proposal 2D

Under the current Bylaws, the Trust may not sell, directly or indirectly,
any of its real property to any Trustee or officer of the Trust, any Advisor,
or any affiliate thereof, and no such person shall sell any property to the
Trust unless (a) the property was purchased by any of the foregoing persons
for the purpose of its subsequent acquisition by the Trust or upon completion
of the Trust's financing arrangements or (b) the property or option thereon
was purchased or taken by any of the foregoing persons in its own name and
title and was temporarily held in such name for the purpose of facilitating
the Trust's acquisition of such property or facilitating the Trust's
borrowing of money or obtaining of financing or for any other purpose related
to its business and (c) the property or option thereon is purchased by the
Trust for a cash payment no greater than the cost of the property or option
to such person. The proposal would permit such transactions, whether or not
any of the current tests imposed were met, if approved by a unanimous vote of
the disinterested Independent Trustees.

The affirmative vote of a majority of the outstanding shares entitled to
vote are required to approve each of the matters contained in the foregoing
proposal. Accordingly, abstentions and broker non-votes will have the same
effect of negative votes in determining whether the proposed amendments have
been approved.

The Board of Trustees Recommends a Vote for the above Described Amendments
to the Trust's Bylaws.

PROPOSAL 3

PROPOSAL TO APPROVE AN AMENDMENT TO
ARTICLE ONE OF THE TRUST'S ARTICLES OF INCORPORATION AND
SECTION 1.1 OF ARTICLE I OF THE TRUST'S BYLAWS TO CHANGE THE
NAME OF THE TRUST

Proposal 3

The Board of Trustees recommends to the shareholders that the Company's
name be changed to Maxus Realty Trust, Inc. Accordingly, the Board of
Directors has adopted and recommends to the shareholders for their approval
and adoption the following resolution:

<PAGE>

RESOLVED, that Article ONE of the Trust's Articles of Incorporation
be amended in its entirety to provide as follows:

"ARTICLE ONE

The name of the corporation is Maxus Realty Trust, Inc "

FURTHER RESOLVED, that Section 1.1 of Article I of the Trust's
Bylaws be amended in its entirety to change the Trust's name as
follows:

"1.1 Name. The name of the corporation is "Maxus Realty Trust,
Inc." Maxus Realty Trust, Inc. is referred to herein as the "Trust". As
far as practicable and except as otherwise provided in the Articles of
Incorporation and these Bylaws, the Trustees (as defined in Section
1.4(x) hereof) shall manage the business, conduct the affairs of the
Trust and execute all documents in the name of Maxus Realty Trust,
Inc."

Effect of Proposal 3

If this proposal is approved, then upon the execution and filing of a
certificate of amendment with the Missouri Secretary of State setting forth the
amendment and other information required by law, the name of the Trust will be
changed from Nooney Realty Trust, Inc. to Maxus Realty Trust, Inc.

The affirmative vote of a majority of the outstanding shares entitled
to vote are required to approve the proposed amendment. Accordingly, abstentions
and broker non- votes will have the same effect of negative votes in determining
whether the proposed amendment has been approved.

The Board of Trustees Recommends a Vote for the above Described
Amendment to the Trust's Articles of Incorporation and Bylaws.

<PAGE>

PROPOSAL 4

ELECTION OF TRUSTEES

The Board of Trustees proposes the election of the five nominees listed below
to serve as Trustees of the Trust until the next Annual Meeting of Shareholders
and until their successors have been elected and qualify, or until their earlier
death, resignation or removal. If any vacancy in the list of nominees shall
occur for any reason, the Board of Trustees will select a substitute nominee to
be voted upon at the Annual Meeting.

POSITIONS OR OFFICES
NAME AGE WITH THE TRUST
---- --- -----------------------

David L. Johnson.......... 43 Chairman of the Board, Chief
Executive Officer
and Trustee
Daniel W. Pishny.......... 37 President and Trustee
Chris Garlich............. 42 Trustee*
Monte McDowell............ 42 Trustee*
Robert B. Thomson......... 52 Trustee*

- -------

*Independent Trustee as defined in the Trust's Bylaws.

Mr. McDowell and Mr. Thomson have served as Trustees since November 9, 1999.
Mr. Johnson, Mr. Pishny and Mr. Garlich have served as Trustees since November
27, 1999. Each became a Trustee as a result of a settlement agreement (the
"Settlement Agreement") entered into by the Trust relating to a lawsuit filed in
1997 by the Trust against Mr. Johnson and other parties. See "Security Ownership
of Certain Beneficial Owners and Management - Recent Change in Control".

The following is a brief summary of the business experience during the past
five years of each of the nominees for election as Trustees of the Trust,
including, where applicable, information regarding other Trusteeships held by
each nominee:

David L. Johnson is Chairman, Chief Executive Officer, and majority
shareholder of Maxus Properties, Inc. ("Maxus"), a Missouri corporation located
at 1100 Main, Suite 2100, Kansas City, Missouri 64105, that specializes in
commercial property management for affiliated owners. He has served in this
capacity since 1988. Maxus employs more than 250 people to manage commercial
properties, including more than 8,000 apartment units and 700,000 square feet of
retail and office space. Mr. Johnson is also Vice President of KelCor, Inc.
("KelCor"), a Missouri corporation that specializes in the acquisition of
commercial real estate.

<PAGE>

Daniel W. Pishny is President and Chief Operating Officer of Maxus. He has
served in this capacity since 1995. Mr. Pishny is responsible for the day-to-day
operations of Maxus and its managed properties. Prior to working for Maxus, Mr.
Pishny worked in Bank Midwest, N.A.'s commercial lending department as a vice
president of commercial lending.

Robert B. Thomson, is an attorney in private practice in Kansas City,
Missouri. His practice emphasizes real estate, business and corporate law. Since
1987, Mr. Thomson has served as a Trustee for the Kansas City, Missouri Police
and Civilian Retirement Funds.

Monte McDowell is President, Chief Executive Officer and principal
shareholder of Home Medical Speciality Equipment, Inc., a Missouri corporation
doing business as MED4HOME, which he founded in 1994. This corporation is
involved in capital equipment medical sales.

Chris Garlich is the Executive Vice President and member of Bancorp Services,
LLC, a Missouri limited liability company, specializing in the development,
administration and distribution of life insurance products to the corporate and
high net worth market place. Mr. Garlich has served in this position for the
past five years.

The Board of Trustees Recommends a Vote For The Above Nominees For Trustees
of The Trust

Committees of the Board

Based on the Trust's minute books, from January 1, 1999 to November 9,
1999, the Board of Trustees of the Trust met 4 times. From November 9, 1999 to
December 31, 1999, the Board of Trustees met one time. All of the incumbent
Trustees attended at least seventy-five percent of the meetings of the Board of
Trustees and meetings held by those committees of the Board on which they
served.

Among the standing committees of the Board of Trustees are the Executive
Committee and the Audit Committee. The Trust does not have standing nominating
or compensation committees.

Prior to the change in control in November, 1999 described below, the
Executive Committee was comprised of William J. Carden, Lawrence E. Fiedler and
William C. Geary. Since that date, the Executive Committee has been comprised of
David L. Johnson, Monte McDowell and Robert B. Thomson. The Executive Committee
is empowered to exercise, between regular meetings of the Board of Trustees, all
of the authority of the Board of Trustees in the management of the Trust. The
Executive Committee met 3 times during 1999.

Prior to the change in control in November, 1999 described below, the Audit
Committee was comprised of James P. Ingram, Lawrence E. Fiedler and William C.
Geary. Since that date, the Audit Committee has been comprised of Robert B.
Thomson, Chris

<PAGE>

Garlich and Monte McDowell. The functions of the Audit Committee are to
recommend to the Board of Trustees the accounting firm to serve as the
independent auditor of the Trust, to monitor and review with the independent
auditor the Trust's financial reporting and accounting procedures and policies,
to supervise the adequacy of the Trust's financial, accounting and operating
controls and to review the scope of any audits conducted by the independent
auditor. The Audit Committee met one time during 1999.

Trustee's Compensation

Pursuant to the Trust's Bylaws, David L. Johnson and Daniel W. Pishny do not
receive compensation for their services as Trustees.

The Trust pays Independent Trustees the following fees: (a) $500 for each
meeting attended in person and (b) $250 for each meeting conducted by telephone
conference at which a vote was taken. In addition, the Trust reimburses the
Independent Trustees for their travel expenses and other out-of-pocket expenses
incurred in connection with attending meetings and carrying on the Trust's
business.

Except as stated above, the Trustees generally do not receive any fees from
the Trust for their service as Trustees pursuant to any other plan of
compensation. However, in 1998 the prior Board of Trustees awarded 12,500 stock
appreciation rights to the Independent Trustees.

There are no family relationships between any of the Trustees or executive
officers.

Executive Compensation

Annual Compensation. William J. Carden served as Chief Executive Officer from
March 1, 1998 until November 9, 1999, at which time David L. Johnson became
Chief Executive Officer. No other person serving as executive officer as of the
end of or during 1999 received salary and bonuses exceeding $100,000. The
following table presents certain information respecting compensation paid or
awarded to Mr. Carden during 1998 and 1999. Mr. Johnson is not compensated by
the Trust for his services as Chief Executive Officer.

<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Long-Term Compensation
Awards Payouts
Securities
Other Restricted Under-
Name and Annual Stock Lying All Other
Principal Compen- Award(s) Options/ LTIP Compen-
Position Year Salary Bonus sation ($) SARs Payouts sation
($) ($) ($) (#) ($) ($)
William J. 1998 $166,667 N/A N/A N/A 50,000 N/A N/A
Carden, 1999 $166,667 N/A N/A N/A N/A N/A N/A
CEO
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

Mr. Carden's Employment Agreement and Stock Option Agreement provided for
acceleration of deferral or vesting in the event his employment was terminated
except for cause or the Trust was liquidated.

Of the $166, 667 shown as annual compensation to Mr. Carden in each of 1998
and 1999, an aggregate of $283,334 was deferred until a later date pursuant to
his employment agreement described below. In connection with the Settlement
Agreement described below in "Recent Change in Control," the Trust paid $50,000
to an affiliate of Mr. Carden to settle its deferred compensation obligations to
Mr. Carden and Mr. Carden's stock options and stock appreciation rights were
canceled.

Employment Agreements. On March 1, 1998, the Trust entered into an employment
agreement with William J. Carden, as Chief Executive Officer, for a five-year
period. The base compensation was to be $16,666.67 per month, of which $2,500
was to be payable monthly and $14,166.67 was to be payable on a deferred basis
without interest at the end of the term. In connection with the Settlement
Agreement described under "Recent Change in Control," the Trust paid $50,000 to
an affiliate of Mr. Carden to settle its deferred compensation obligations to
Mr. Carden aggregating $283,334.

Related Transactions

In connection with the Settlement Agreement, the Trust paid $25,000 to
provide tail coverage under the Trustees and officers insurance policy covering
the Trustees and officers that resigned pursuant to the Settlement Agreement.

Prior to the Settlement Agreement, the Trust reimbursed Nooney, Inc. for
certain general and administrative fees totaling $214,000 for the year ended
December 31, 1999.

For the year ended December 31, 1999, the Trust paid lease commissions of
$33,194 to Nooney, Inc.

In conjunction with the Settlement Agreement, the Trust entered into an
agreement with Maxus to manage the Trust's properties. Management fees of $7,920
payable to Maxus have been accrued in accounts payable and accrued expenses in
the financial statements of the Trust for the year ended December 31, 1999. The
Trust pays Maxus 3.6% of the monthly gross receipts from the operation of two
properties held by the Trust and 2.7% of the monthly gross receipts from the
operation of the other property held by the Trust, such gross

<PAGE>

receipts to include all amounts received from the operation of the properties
including, but not limited to, rents, parking fees, deposits, and laundry income
and fees. In addition, the Trust has agreed to pay Maxus all its expenses
incurred in connection with the management agreements.

Robert B. Thomson, an Independent Trustee, performs legal services for the
Trust. The Trust paid Mr. Thomson fees totaling $12,690 in 2000 for legal
services rendered by Mr. Thomson in 1999.

Report of the Independent Trustees

The Trust does not have a compensation committee responsible for establishing
an executive compensation policy and plan for the Trust. In the place of such a
compensation committee, the Independent Trustees are responsible for
establishing the executive compensation policies. The Independent Trustees
review and approve all compensation plans, benefit programs and perquisites for
executives.

Prior to the change in control of the Trust's management that occurred on
November 9, 1999, two executive officers of the Trust received base salaries.
These two executive officers also received stock options. At the time of the
change in control, these two executive officers resigned, the Trust's
compensation obligations were settled and their stock options were canceled.

At the first meeting of the new Board of Trustees after the change in
control, the Independent Trustees determined not to pay the executive officers a
salary or enter into employment agreements with the executive officers because
the executive officers (i) were already significant shareholders of the Trust
and (ii) were affiliates of the management company hired by the Trust to manage
the properties held by the Trust.

The Independent Trustees have determined that they will review this
compensation policy on an annual basis.

Independent Trustees:

Robert Thomson
Monte McDowell
Chris Garlich

30
<PAGE>

Performance Graph

The following graph shows a five-year comparison of cumulative total returns
(change in stock price plus reinvested dividends) for Nooney Realty Trust, Inc.
("NRTI"), the NASDAQ Stock Market Total Return Index ("NASDAQ") and the National
Association of Real Estate Investment Trusts ("NAREIT") Total Return Index.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
NOONEY REALTY TRUST, NASDAQ STOCK MARKET TOTAL RETURN INDEX
AND NAREIT TOTAL RETURN INDEX

NOONEY REALTY TRUST

[PERFORMANCE GRAPH]

Assumes $100 invested on December 31, 1994 in Nooney Realty Trust, Inc.
Common Stock, NASDAQ Stock Market Index and NAREIT Index

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
DECEMBER 31,
-------------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- -------
NASDAQ......................................... 139.92 171.69 208.84 291.60 541.17
NAREIT......................................... 118.31 160.61 190.90 154.97 144.93
NRTI .......................................... 125.91 180.87 217.23 138.47 114.58

</TABLE>

31
<PAGE>

PROPOSAL 5

PROPOSAL TO APPROVE ANY ADJOURNMENT
OF THE ANNUAL MEETING

A vote (i) in person by a shareholder for adjournment of the Annual Meeting
of Shareholders, or (ii) for Proposal 5 on the proxy card authorizing the named
proxies on the proxy card to vote the shares covered by such proxy to adjourn
the Annual Meeting of Shareholders, would allow for additional solicitation of
shareholder proxies or votes in order to obtain a quorum or in order to obtain
more proxies or votes in favor of Proposals 1, 2, 3 and/or 4. Consequently, it
is not likely to be in the interest of shareholders who intend to vote against
Proposals 1, 2, 3 and/or 4 to vote in person to adjourn the Annual Meeting of
Shareholders or to vote for Proposal 5 on the proxy card.

The Board of Trustees Recommends a Vote For Any Proposal to Adjourn The
Annual Meeting to Allow For Additional Solicitation of Shareholder Proxies or
Votes.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Recent Change in Control

On October 19, 1999, the Trust entered into the Settlement Agreement relating
to a lawsuit filed in the Circuit Court of Jackson County, Missouri on August
18, 1997 entitled Nooney Realty Trust, Inc. v. David Johnson, et al. (the
"Lawsuit"). The closing under the Settlement Agreement occurred on November 9,
1999 (the "Closing").

The Lawsuit was filed by the Trust. Among other claims, the Trust had asked
for a declaratory judgment against certain individuals and entities who hold
shares of the Trust. The Trust initiated the suit to obtain a judicial
determination of the validity and status of some of the Trust's shares (referred
to as "Excess Shares"). On April 27, 1999, the Court entered summary judgment
for the defendants on the Trust's declaratory judgment count and designated its
decision for appeal without awaiting resolution of the Trust's remaining claims.
The Trust appealed the judgment, but on October 19, 1999, the Lawsuit was
settled.

Pursuant to the Settlement Agreement, (i) CGS Real Estate Company, Inc.
("CGS") and certain of its affiliates sold all of their shares of common stock
in the Trust owned beneficially or of record by CGS or its affiliates (75,763
shares) to NKC Associates, L.L.C. (37,881) and Chris Garlich (37,882) at a price
of $10.00 per share, (ii) Lawrence E. Fiedler, and James P. Ingram resigned as
members of the Board of Trustees, and each of William J. Carden, Thomas N.
Thurber, Gregory J. Nooney, Jr., Glenda F. White and Patricia A. Nooney resigned
as officers of the Trust effective as of the Closing, (iii) Robert B. Thomson
and Monte McDowell were elected by the Board of Trustees to fill the vacancies
created by the resignations of Messrs. Fielder and Ingram, (iv) CGS and its
affiliates terminated each

32
<PAGE>

of the management and other services agreements between CGS and its affiliates
and the Trust, (v) the Lawsuit was dismissed pursuant to stipulations of
dismissal with prejudice signed by each of the parties to the Lawsuit and (vi)
William J. Carden and Thomas N. Thurber terminated their employment agreements
with the Trust. In connection with the Settlement Agreement, the Trust paid
$50,000 to an affiliate of Mr. Carden and $25,000 to Mr. Thurber to settle its
deferred compensation obligation to Messrs. Carden and Thurber aggregating
$408,334.

Effective November 9, 1999, the Board of Trustees elected the following
officers: David L. Johnson, Chairman; Daniel W. Pishny, President; John W.
Alvey, Vice-President; Christine A. Robinson, Secretary; and Amy Kennedy,
Treasurer.

The Settlement Agreement also required that William J. Carden, Gregory J.
Nooney, Jr. and William W. Geary, Jr. resign as members of the Board. However,
Rule 14f-1 of the Securities Exchange Act of 1934 required the Trust, at least
ten days prior to a change in a majority of the trustees, to file certain
information regarding the new management with the Securities and Exchange
Commission and to transmit this information to all shareholders of the Trust.
Messrs. Carden, Nooney and Geary resigned effective as of November 27, 1999, the
expiration of the ten day period. The remaining members of the Board appointed
David L. Johnson, Daniel W. Pishny and Chris Garlich to fill the vacancies on
the Board created by these resignations at that time.

NKC Associates, L.L.C. ("NKC"), which acquired 37,881 shares from CGS, is a
Missouri limited liability company whose members are: Daniel W. Pishny (22.5%),
John W. Alvey (22.5%), Amy Kennedy (22.5%), Christine A. Robinson (22.5%) and
Robert B. Thomson (10%). NKC acts as a limited partner in real estate limited
partnerships. NKC acquired the 37,881 shares of the Trust from CGS with funds
from a demand loan made by Bond Purchase, L.L.C., a Missouri limited liability
company and an affiliate of NKC. The demand loan is secured by the 37,881 shares
of the Trust acquired by NKC, with interest accruing on the unpaid balance at a
rate of eight percent per annum. Chris Garlich acquired the 37,882 shares of the
Trust from CGS with personal funds.

NKC, Chris Garlich, David L. Johnson and the other newly appointed officers
and Trustees now beneficially own 253,390 shares of the Trust, representing
29.2% of the 866,624 issued and outstanding shares of the Trust as of March 15,
2000.

<PAGE>

Holdings of Management and Certain Beneficial Owners

The table below sets forth information as of March 15, 2000, regarding the
number of shares of the Trust beneficially owned by each of the Trustees,
nominees for Trustee and executive officers of the Trust, by any other person,
if any, known to own 5% or more of the Trust's outstanding shares and by all
Trustees, nominees and officers as a group:

Name of Number of Shares Percent
Beneficial Owner Beneficially Owned (1) of Class (2)
---------------- ----------------------- --------------
David L. Johnson 80,682 (3) 9.3

Daniel W. Pishny 41,981 (4) 4.8

Robert B. Thomson 41,645 (5) 4.8

Chris Garlich 67,082 7.7

Monte McDowell 4,000 (6) *

John W. Alvey 55,881 (4)(7)(8) 6.4

Trustees and Executive
Officers as a group 253,390 (9) 29.2

(1) Under the rules of the Securities and Exchange Commission, persons who
have power to vote or dispose of securities, either alone or jointly
with others, are deemed to be the beneficial owners of such securities.
Accordingly, shares owned separately by spouses or other family members
are not included. Except as described in the footnotes below, the
Trustee has both sole voting power and sole investment power with
respect to the shares set forth in the table.

(2) An asterisk indicates that the number of shares beneficially owned do
not exceed one percent of the number of shares of common stock issued
and outstanding.

(3) Includes 41,113 shares held by KelCor, Inc., a Missouri corporation,
owned by Mr. Johnson and his wife, Ms. Sandra Castetter.

(4) Includes shared voting and dispositive power of the 37,881 shares held
by NKC Associates, L.L.C., a Missouri limited liability company, in
which each of Mr. Pishny and Mr. Alvey hold a 22.5% equity interest.

(5) These shares are held by FQE, L.L.C., a Missouri limited liability
company. FQE, L.L.C. obtained the funds used to purchase these shares
from proceeds of a loan made to FQE, L.L.C. by David L. Johnson. The
loan is evidenced by a promissory note, due on demand, bearing interest
at a rate of eight percent per annum, and

<PAGE>

secured by the shares. Mr. Thomson is the sole member of FQE, L.L.C.
Does not include shares described in note (4) held by NKC Associates,
L.L.C., in which Mr. Thomson has a 10% interest.

(6) These shares are held by Home Medical Speciality Equipment, Inc., a
Missouri corporation. Mr. McDowell is the principal shareholder and
chief executive officer of this corporation.

(7) Mr. Alvey disclaims any beneficial ownership of the 41,113 shares held
by KelCor, Inc.

(8) Substantially all of the shares purchased by Mr. Alvey other than the
shares acquired by NKC Associates, L.L.C. were purchased with funds
loaned to Mr. Alvey by David L. Johnson and his affiliates. These loans
are unsecured.

(9) Includes the 37,881 shares held by NKC Associates, L.L.C.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Trust's officers and Trustees,
and persons who own more than ten percent of the Trust's common stock, to file
reports of ownership and changes in ownership with the SEC. Officers, Trustees
and greater than ten percent shareholders are required by SEC regulation to
furnish the Trust with copies of all Section 16(a) forms they file.

Based primarily on its review of the copies of such reports received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Trust believes that, during fiscal 1999, all
filing requirements applicable to its officers, Trustees, and greater than
ten-percent beneficial owners were complied with, except that Chris Garlich did
not file his initial Form 3 within ten (10) days after being appointed to the
Board of Trustees as required under Section 16(a) of the Exchange Act.

OTHER MATTERS

Independent Auditors

The public accounting firm of Deloitte & Touche LLP served as the Trust's
independent auditor for the fiscal year ended December 31, 1998. At the
recommendation of the Audit Committee, the Board of Trustees has selected KPMG
LLP to serve as the Trust's independent auditor for the fiscal year ending
December 31, 1999. Representatives of KPMG LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so,
and will be available to answer questions for the shareholders.

35
<PAGE>

Change in Accountants

On January 18, 2000, the Trust dismissed Deloitte & Touche LLP as the Trust's
independent accountants. Deloitte & Touche LLP's reports on the financial
statements of the Trust for the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to dismiss
Deloitte & Touche LLP as the Trust's independent accountants was recommended by
the Trust's audit committee.

During the Trust's fiscal years ending December 31, 1997 and December 31,
1998 and the subsequent interim period preceding the dismissal, there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of Deloitte & Touche LLP, would have
caused Deloitte & Touche LLP to make reference to the subject matter of the
disagreement(s) in connection with their report.

The Trust provided Deloitte & Touche LLP with a copy of the disclosure
described above, which was filed by the Trust on a Form 8-K on January 25, 2000,
as amended February 14, 2000, and Deloitte & Touche LLP furnished the Trust a
letter addressed to the Securities and Exchange Commission stating that it
agreed with the above statements.

On February 4, 2000, the Trust engaged KPMG LLP as independent accountants
for the fiscal year ending December 31, 1999. The decision to engage KPMG LLP as
independent accountants was recommended by the Trust's audit committee. Prior to
the appointment of KPMG LLP, the Trust did not engage or consult with KPMG LLP
regarding the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Trust's financial statements.

Other Business

Other than those items set forth herein, the Board of Trustees knows of no
other business to be presented for consideration at the Annual Meeting. Should
any other matters properly come before the Annual Meeting or any adjournment
thereof, it is the intention of the persons named in the proxies to vote such
proxies in accordance with their best judgment on such matters.

Shareholder Proposals for the 2001 Annual Meeting of Shareholders

Shareholders who wish to present proposals for action at the Annual Meeting
of Shareholders to be held in 2001 should submit their proposals to the Trust at
the address of the Trust set forth on the first page of this Proxy Statement.
Proposals must be received by the Trust no later than December 8, 2000, for
consideration for inclusion in the next year's Proxy Statement and proxy. In
addition, proxies solicited by management may confer discretionary authority to
vote on matters which are not included in the proxy statement but

<PAGE>

which are raised at the Annual Meeting by stockholders, unless the Trust
receives written notice at such address of such matters on or before February
21, 2001.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

A copy of the Trust's Annual Report to Shareholders is being furnished with
this Proxy Statement. The following portions of the Annual Report are
incorporated herein by reference:

(i) "Management's Discussion and Analysis," at pages 3 to 8.

(ii) "Financial Statements" with the independent auditors report
therein, at pages 1 to 13.

Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this Proxy Statement
to the extent that a statement contained herein or in any other subsequently
filed document that is incorporated by reference herein modifies or supersedes
such earlier statement. Any such statements modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Proxy
Statement.

BY ORDER OF THE BOARD OF TRUSTEES

/s/ Christine A. Robinson

Christine A. Robinson
Secretary
April 7, 2000
Kansas City, Missouri

Requests for Annual Report

A copy of the Trust's Annual Report on Form 10-K as filed with the Securities
and Exchange Commission for fiscal 1999 will be sent to stockholders upon
request without charge. Requests should be made to Nooney Realty Trust, Inc.,
Attention: Amy Stephenson, 1100 Main Street, Suite 2100, Kansas City, Missouri
64105.

<PAGE>

APPENDIX A
[FORM OF PROXY]

PROXY
NOONEY REALTY TRUST, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned does hereby appoint Daniel W. Pishny and Christine A.
Robinson and each of them, the true and lawful attorneys-in-fact and proxies of
the undersigned (acting by a majority hereunder), each with full power of
substitution, to vote all common shares of the undersigned in Nooney Realty
Trust, Inc. at the Annual Meeting of Shareholders to be held on May 9, 2000,
commencing at 10:00 A.M. in the 24th Floor Conference Room at 2345 Grand
Boulevard, Suite 2400, Kansas City, Missouri, and at any adjournment thereof,
upon all matters described in the Proxy Statement furnished herewith, subject to
any directions indicated on the reverse side of this proxy. This proxy revokes
all prior proxies given by the undersigned.

With respect to the election of Trustees (Proposal 4), where no vote is
specified or where a vote for all nominees is marked, the cumulative votes
represented by a proxy will be cast, unless contrary instructions are given, at
the discretion of the proxies named herein in order to elect as many nominees as
believed possible under the then prevailing circumstances. Unless contrary
instructions are given, if the undersigned withholds the undersigned's vote for
a nominee, all of the undersigned's cumulative votes will be distributed among
the remaining nominees at the discretion of the proxies.

(Please sign and date on the reverse side)

- --------------------------------------------------------------------------------
* FOLD AND DETACH HERE*

<PAGE>
THE BOARD OF TRUSTEES RECOMMENDS Please mark
A VOTE FOR THE FOLLOWING: your choice
as indicated /X/
in this
example

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. / / / / / / 2D. / / / / / /

2A. / / / / / / 3. / / / / / /

2B. / / / / / /

2C. / / / / / /

4. FOR all WITHHOLD (Instructions: To withhold authority to vote for any
nominees AUTHORITY individual nominee, strike a line through the
(except as for all nominee's name below (Cumulative voting applies -
marked to the nominees See Proxy Statement)
contrary)

/ / / / David L. Johson Daniel W. Pishny Chris Garlich
Monte McDowell Robert B. Thomson

FOR AGAINST ABSTAIN
5. / / / / / /

6. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before
the meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF
NO SPECIFICATION BE MADE, THIS PROXY WILL BE
VOTED FOR EACH PROPOSAL AND THE NOMINEES.

IT IS IMPORTANT THAT YOU VOTE. SIGN AND
RETURN THE ENCLOSED PROXY AS SOON AS
POSSIBLE. BY DOING SO, YOU MAY SAVE THE
TRUST THE EXPENSE OF ADDITIONAL SOLICITATION

DATE: , 2000
------------------------------

------------------------------------------
Signature

------------------------------------------
Signature if held jointly

Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, PLEASE give
full title as such
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE

THE BOARD OF TRUSTEES RECOMMENDS
A VOTE FOR THE FOLLOWING:

1. Proposal to amend Article Eight of the Trust's Articles of Incorporation
and Sections 6.1 and 10.8(b) of the Trust's Bylaws to eliminate the Trust's
"self-liquidating" policy.

2A. Proposal to amend Section 6.2 of the Trust's Bylaws by deleting the text of
paragraph (d) thereof; as a result, the Trust would be permitted to acquire
equity securities of other companies.

2B. Proposal to amend Section 6.2 of the Trust's Bylaws by deleting the text of
paragraph (i) thereof; as a result, the Trust would be permitted to
exchange its common stock for real estate investments.

2C. Proposal to amend Section 3.1(e) of the Trust's Bylaws by deleting
paragraphs (ii) and (iii) thereof, and amended Section 3.4 of the Trust's
Bylaws by deleting paragraphs (e) thereof; as a result, existing provisions
that (1) restrict total indebtedness of the Trust from exceeding 300% of
the net asset value of the Trust's assets and unsecured borrowings that
result in an asset coverage of less than 300% and (2) require the
Independent Trustees to monitor such coverages, would be eliminated.

2D. Proposal to amend the second paragraph of Section 9.4 of the Trust's Bylaws
by adding a new paragraph (d) thereto that allows the Trust to purchase or
sell property from or to affiliates of the Trust if approved by the
unanimous vote of the disinterested Independent Trustees.

3. Amendments to Article One of the Trust's Articles of Incorporation and
Section 1.1 of the Trust's Bylaws changing the Trust's name to Maxus Realty
Trust.

4. Election of Trustees.
Nominees: David L. Johnson, Daniel W. Pishny, Chris Garlich, Monte
McDowell, Robert B. Thomson (Cumulative voting applies -
See Proxy Statement)

5. Adjournment of the meeting to allow for additional solicitation of proxies
if necessary to establish a quorum or to obtain additional votes in favor
of the foregoing proposals 1, 2, 3 and/or 4.

6. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

See Reverse For Additional Instructions on Proposition 4.

<PAGE>
APPENDIX B

1. Page 31 of the printed proxy contains a performance graph. The information
in the graph is set forth in the table immediately following the graph.